


Intentional Walk

by EmeraldsAndAmethyst



Series: DELETE THIS [5]
Category: Ultimate Spider-Man
Genre: Explicit Language, Explicit Sexual Content, Kissing, M/M, Not Beta Read, Tentacle Sex
Language: English
Status: Completed
Published: 2019-05-06
Updated: 2019-05-06
Packaged: 2020-02-27 05:37:27
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 7,952
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18732676
Author URL: https://archiveofourown.org/users/EmeraldsAndAmethyst/pseuds/EmeraldsAndAmethyst
Summary: In baseball, an intentional base on balls, usually referred to as an intentional walk and denoted in baseball scorekeeping by IBB, is a walk issued to a batter by a pitcher with the intent of removing the batter's opportunity to swing at the pitched ball.Flash was so in love. Every real laugh or genuine smile Ben gave him filled his heart so full it felt like there wasn't any more room inside of him. Even if his awesome symbiote friend could rearrange his insides if it actually needed to. Venom was pretty sweet. But even his symbiote couldn't make it hurt any less keeping all of his feelings to himself. The perpetually grumpy Scarlet Spider wanted to be bros that banged. Yeah it hurt, but confessing his feelings and driving Ben away forever would hurt way worse.Too bad they both completely misread the entire everything and Flash is going to lose him anyways.





	Intentional Walk

**Author's Note:**

> Because The Clone Saga wasn't confusing Enough, USM did their own take on it and Scarlet Spider acts like Kaine Parker, has wrist spikes (that they call stingers) like Kaine Parker, makes his own natural webs like Kaine Parker, but also still has spider sense. And he picked the name Ben Reilly for himself instead of Kaine.
> 
> Also? There was a clone Kaine but it wasn't like 616 Kaine. Thanks for keeping Clone Saga on brand with unnecessary confusion I guess USM.

  Saturday morning was starting out well. The sun was shining, birds were singing, and Flash Thompson was still floating on cloud nine after being totally and completely dominated by Spidey and Nova.

 

Life was good.

 

And it was about to get even better. After all, he was expecting his best bro/fuckbuddy to arrive any minute now, and he was not only going to get to watch football with him, but with any luck he’d also get to try out some of the new and exciting ways he’d learned to use his symbiote last night with him as well.  

 

He glanced at his phone, checking the time. Yup, Scarlet was a little over an hour late. He should be arriving soon, just like clockwork.

 

A minute later the window in Flash’s bedroom slammed open, and Flash laughed to himself, glancing again at his phone.

 

An hour and fifteen late, every time.

 

“You got beer, Punk?” he greeted, pulling off his mask as he walked out of the bedroom. His hair was buzzed short, but he still managed to somehow look all ruffled up from wearing the mask. There was stubble on his chin, and Flash momentarily felt the urge to feel it rasp against his skin.

 

“Duh! I’ve always got beer, Bro!”

 

Ben rolled his eyes, heading to the fridge. Which was kind of a bummer. He never really greeted him before he went to the fridge. Not that they kissed or anything like that when they weren’t fucking but… well, it’d be nice to get a hello at least.

 

But when Ben came over, he had _two_ beers in hand, and their hands brushed in a way that probably wasn’t normal for regular bros. He’d take it.

 

“Dude, it’s gonna be a hell of a game,” Flash said, excited. “The Giants are gonna wreck the Jets! Did you see what Manning did to The Patriots? It was sick, bro!”

 

Ben grunted in answer. He looked good, sprawled shirtless on the couch, having half stripped out of his costume. It was weird, how similar and yet how different he looked compared to Pete. And even though Peter had been one of his earliest bro-crushes, Flash had to admit he found Ben way hotter in some way he couldn't quite explain. Ben was so grumpy, so rough and moody and rude. But somehow, all of that just came off as two parts annoying six parts a-fucking-dorable.

 

“The Jets don’t have a chance,” Ben said after taking a long swig of his beer. “Hoyte’s been a fucking mess this year.”

 

They chatted while the game was on, talking between beers. And when the game was over, Flash was a little bit surprised to find Ben’s lips against his neck. He hadn’t really thought Ben was in the mood.

 

The scrape of his stubble sent a shiver through him, and he tilted his head back instinctively, giving him room.

 

“Fuck bro,” he breathed. “The game wasn’t _that_ good.”

 

Ben huffed a laugh against his jugular. “You’re an idiot.” He sounded fond. And sexy, definitely sexy.

 

Fkash should have been too exhausted from the night before to even think about fucking. But being magically bonded to a crazy powerful symbiote had its perks, and superhuman recuperation was one of them.

 

“Nah,” Flash disagreed, grunting as Ben bit at his neck. He opened his mouth to continue, but Ben completely derailed his thoughts, biting him again harder, and rubbing his crotch through his jeans. “Hnnng, oh fuck.”

 

Flash pushed against Ben’s hand, seeking more. He bit at Ben’s ear, then licked. Ben’s growl sent affection searing through his aching heart. It was oh so hot, too. So he focused on the lust and ignored the affection. Fuck buddies was way better than nothing. Feelings didn’t have to come into this if Ben didn’t want them to.

 

“Come here,” Ben demanded, tugging Flash up. He kissed him hard, walking backwards and leading him to his own bed.

 

“Hell yeah,” Flash cheered, letting Ben shove him back onto the bed. Ben was quick to remove his clothes, getting straight to it and crawling up on top of him.

 

Having Ben completely naked, grinding down on him while he was fully clothed, was ridiculously hot. And also ridiculously frustrating.

 

“Come on bro,” he whined, squirming beneath him. “Unfair advantage, you gotta let me get naked. Even the playing field.”

 

Ben laughed lowly, kissing his lips, his neck, his throat.

 

“Maybe I like you like this,” he said, licking in the hollow of his collarbone. It wasn’t anywhere near how commanding Peter had been last night. Hell, Ben sounded like he was half joking, but still. Somehow, despite all of the amazing things Peter had done with him and Sam last night, Ben saying that made Flash feel more… more everything than anything with them had.

 

“Then again,” Ben said, rolling off of him. “I like you naked a lot too.” He laid back, stroking himself languidly as Flash leapt to his feet and stripped in record time. Ben watched him the whole time, and grinned when Flash clambered back onto the bed and onto him.

 

“Better?” Flash asked, grinning just as much. It wasn’t often that he got such unrestrained smiles from Ben, but every time it was like a drug. Happiness and joy rushing through him. And every time it warmed him more and more.

 

Ben shrugged, making a noncommittal sound even as he grabbed two handfuls of Flash’s ass and pulled him into a slow grind.

 

_Ssssspider_

 

The hissed word made him grin. Right! The symbiote!

 

It had been so much fun, the way Peter had him use his tentacles the night before. He wanted Ben to have just as much fun. To feel just as good.

 

“Oh dude, look what i learned to do last night,” Flash said excitedly, working with the Venom symbiote to form a few tentacles that skated across Ben’s skin. They were only as thick as his fingers, and he let Venom play with their textures. Bumps or ridges as long as it wasn't sharp Flash didn't mind letting his friend have it's own sort of fun.

 

“Last night huh?” Ben asked, eying the tentacles skeptically. His tone was unreadable. “You figure this out on your own or did you have help?”

 

Flash snorted a laugh. “Bro, this is kinky on a level I’ve never even imagined. Your brother is kinda intense.”

 

“My…” Ben went completely still beneath him, his expression twisting into something that made Flash’s heart ache.

 

Flash only had time to feel, not react. Like a branch snapping, all that was left was absolute, genuine rage. Ben snarled, and not his usual array of irritable noises. “Flash! You motherfucking-!”

 

Venom hissed worriedly at the back of his mind.

 

“I’m sorry!” Flash said, panicking. “Shit, I forgot to tell you! I didn’t think. It was just a one time thing with him and Sam, but I forgot, I just didn’t think, but shit of course that’s weird for-“

 

Before he could finish, Ben threw him through the building.

 

It dawned on Flash, far too late, as he was crashing through Mr. Guiterez’s bedroom (damn was SHIELD going to cover this? He did not want to renovate his entire floor with his instructors pay) that maybe bringing up fucking Ben’s twin/clone in bed wasn’t his best or brightest idea.

 

Thankfully Venom formed the suit around him, preventing both damage to himself and like, really awkward encounters with his neighbors. Well, more awkward than crashing through their apartments at least.

 

“Ah fuck,” he said, awkwardly catching himself on the side of the next building and heading to the roof. Fuck, fuck fuck.

 

 _ffffuck????_ His symbiote hissed in his mind, hopeful and interested.

 

“No man, no more fucking tonight or like, ever again, Ugh I’m such an idiot,” Flash said, sitting down on the roof and sighing sadly. What kind of dumbass dropped something like that on a guy while they were fucking. Of course that was gonna be weird and uncomfortable. “I'm so stupid.”

 

 _ssssstupid_ Venom agreed, annoyed.

 

“Thanks man, real fucking helpful,” Flash dropped his head into his hands and sighed.

 

 _sssspider????_ his Symbiote asked, basically giving him a puppy dog pout in his mind.

 

“Ugh, no! I told you! No more spiders!” Flash yelled angrily at Venom. If his symbiote friend was capable of sending him emotes he’d be sending a giant frowny face. Typical.

 

“If it was so stupid why didn’t you say something then, I thought we were friends Venom,” Flash said.

 

 _ffffriends!!!_ Venom agreed, loudly and with much feeling. Well, mentally loud.

 

Flash sighed _._ This technically **wasn’t** Venom’s fault, even if Flash **really** wanted someone to blame or take it out on. He'd come a long way since high school and didn't pull that sort of shit any longer. “Yeah okay buddy, I know we’re still friends, but I think we just lost one.”

 

Flash kicked dejectedly at nothing as the sounds of Mr. Guiterez shouting filled the air. He needed to get out of here. “Fuck. You have any idea where he could have gone?”

 

 _Sssspider_ Venom responded, very annoyed. Venom had never bonded with Ben. Had no idea what he'd do now.

 

“Ugh, you're right. This is all my fault. I didn't think, man. Parker was just like, then I was all, and they were all hot, and Sam didn't—"

 

 _ssstupid_! Venom snapped at him. Already knowing the thought before he finished saying ot.

 

“Aw, man, Sam **did** ask me if Ben was cool with it. Just, I was too damn horny and dumb to think about it! You're right, I can't blame Sam. It's on me, bud. I didn't even think about Ben. Fuck, I didn't even **think** about him! How could I do that to him? Oh, man, I'm such an asshole!”

 

 _Ssssssam_ Venom hissed. Trying to get Flash back on track to what it wanted.

 

“Huh, dude?” Flash said, thinking. Trying to figure out what about Sam it wanted him to do. Then it smacked him in the head with his phone.

 

“Oh! Right! I should call him! He's pretty slick he'll know what to do!”

 

Sirens went by below. It'd probably be a while before SHIELD sent a cleaning crew around to this mess. And he could stick around to help, or- the shouting and sirens grew louder… or he could find a quieter spot and call Sam.

 

“This is Sam,” Sam answered pretty quick. At least Flash **probably** wasn't interrupting something. He was kind of surprised at how awake and not exhausted Sam sounded. He didn't have an awesome Symbiote friend keeping him going, or any kind of regular super powers. But he had much more important things to talk about with Sam now.

 

“Uh, hey man, sup? So like, hypothesis like. If Scarlet is like mega pissed, where would he go? Do you think,” he got straight to the point. Heh, straight. As if he was anything close to straight.

 

“Flash,” Sam sounded so disappointed. Flash couldn't blame him. It was hard to say which of them was most disappointed with him, Venom or his own self.

 

“Please man, I really messed up. I gotta make it up to him and I can't do that if I can't find him,” Flash said, oh man he sounded like a total loser. But really, who gave a fuck? He **was** a total asshole loser and he needed Ben in his life basically more than air.

 

“Flash… please tell me this isn’t about last night, man,” Sam asked, Flash blew out a breath. Exhausted now from the hugeness of his fuck up way more than he'd been after Spidey's thorough dom'ing had left him.

 

“Uhh. Maybe. Just a bit. Yeah,” Flash admitted.

 

“Please tell me you talked to him before …”  Sam trailed off clearly waiting for a response.

 

Flash made a soft, guilty sound. The 'No' caught in his throat.

 

“Ugh, no, of _flark'ng_ course you didn’t. _D’ast_ , I should have asked you more directly, ugh," Sam said, then louder, away from the phone, "Hey, Pete."

 

Flash could just barely hear Peter respond, then the sound of someone moving in the background.

 

“Nothin, Webs. Just where does Ben go when he’s mad? Like actually mad and not his usual dumb _schlag_ ," Sam said, then, "You're on speaker."

 

“To the sewers? That's usually where he runs off to when I've upset him. Depends though, on how upset he is. If he’s really pissed he’ll be patrolling. But if he wants to disappear for a while, then the sewers. And if he’s sad over something he’ll be at Aunt May’s. Or at Denny’s because he’s a weirdo…" Peter said, close enough that the phone picked it up clearly. As well as his suddenly worried sounding “Why? Did something happen?”

 

“It’s probably all three,” Flash said, voice small.

 

“Nah, it’s nothing,” Sam reassured Peter.

 

There was silence a moment, before Peter decisively said, “His apartment.”

 

“Thanks,” Sam sighed. “You hear that?”

 

“Yeah. Thanks bro. I owe you one,” He said, hanging up and already heading to Ben’s side of town.

 

***

 

  Ben's window frame had been slammed shut. the glass shattered and wood splintered. If it had been any other window in any other apartment Flash would have been worried there was a break in.

 

But Flash wasn’t new to the Scarlet Spider’s temper.

 

“Bro? Hey? I brought a six pack,” Flash called in through the broken frame, looking around for any sign of Ben.

 

When he didn’t get any answer he hopped into the apartment. Unlike the other Spiders, he and Venom didn't really feel any more comfortable on the ceiling than the floor. Venom kept the sharp shards and splinters from hurting him.

 

Flash hoped against all hope that Ben would be less likely to damage his own place. At least he might have enough of a care that Flash could get out his apology. Getting thrown through walls was not super fun. And he was kind of getting a reputation as The Wall Tackle guy at SHIELD.

 

Not cool.

 

He found Ben in his room, sitting against his headboard, mask on, staring at the tiny tv on his dresser which was playing some kind of cooking show.

 

“Hey bro,” Flash said awkwardly, getting what could only generously be called a grunt in response. “Uhh, Valerie Bertenelli huh? I’m more into Guy Fieri, but she’s cool too.”

 

“What the fuck are you talking about?” Ben turned his blank masked gaze towards him, and despite being a big guy, Flash suddenly felt two feet tall. Venom slid away from his face and shoulders, making them look much less ready to fight.

 

“The, uh, the cooking show?” he tried, nodding towards the TV. Ben stared at him a moment longer, before turning his gaze back to the screen. Flash noticed that his hands were clenched into fists at his sides.

 

Uh oh.

 

“Why are you here?” Ben growled. A real growl, not any of the many different growly sounds he usually used. Their Spider Sense tingled a warning.

 

“I, uh… brought beer," Flash said, seeing Ben so closed off from him **hurt**. Which only reminded him of how he'd fucked this up. He clarified, "To apologize. Apology beer, ya know man."

 

Ben was silent for another tense moment, their own spider sense still tingling unhappily, before Ben's fists finally unclenched. Venom's spider sense sharpened, though Flash didn't need the warning to know this was one of those once in a lifetime destiny deciding moments. Ben asked, still closed off but at least not growling, “What kind?”

 

“Yuengling, bro," Flash said, holding the six pack up hopefully.

 

Apparently that was an acceptable apology beer, because Ben nodded, allowing Flash to cautiously approach the bed. Their spider sense quieted.

 

Flash sat on the edge of his bed. He flicked open two bottles and passed one to Ben. Ben rolled his mask up to just above his mouth, and they sat in silence. Drinking beer as Valerie Bertenelli taught them how to make cookies.

 

Venom stayed how it was, but it was at least as anxious over losing Ben as Flash was. Ben started in on his second beer before Flash finally got the nerve to speak up. “So uh, I was a dumbass.”

 

Ben snorted. Flash hoped it was in agreement.

 

“I, uh, I should have talked to you, before I…” Flash stopped talking when Ben turned to glare so intensely at him that it was unmistakable even though the mask. He changed his words quickly from 'I fucked your brother and his boyfriend' to the hopefully less upsetting, “I did **that**."

 

Ben stayed silent and still. Flash clenched his fists, forgetting about the beer bottle and crushing it. Venom absorbed the beer and they tossed the glass with the rest of the mess on the floor. Ben continued on saying nothing.

 

"I should have **known** it’d be weird for you. I just didn’t think—"

 

“Great.” Ben said, short and sharp. He looked away from Flash. His fists weren't clenched but his jaw was tight.

 

“Bro?” Flash asked, unsure.

 

“So you fucked my brother, but you didn’t think about **me,** so it’s all fucking fine, right?" Ben said, he wasn't screaming, or yelling, or anything else like that. His voice was low and rough and **hurting**.

 

"No man, that's not what I meant!" Flash was kind of panicking. And Venom was next to useless in these things, it didn't really get humans that well. He had hurt Ben. They had hurt Ben.  

 

"You didn’t even **consider** me, that’s just **great** , that makes it just **so much** fucking **better** ,” Ben snarled, his fists were back and everything was going just pear shaped in a hurry.

 

“I’m such an idiot. I can’t even get an apology right, I'm sorry, I'm so fucking sorry," Flash said in a rush, reaching out to Ben.

 

Ben shrugged, an angry jerk of his shoulders. Flash stopped reaching for him, hands hovering between them with nothing more to do.

 

“Doesn’t matter,” Ben said after a moment, all the fight going out of him in terrible slowness. He sounded tired, beaten when he told Flash, “You should go.”

 

It hit Flash then.

 

The enormous truth of what should have been obvious to him. From, if not the start, then by the final play of the first quarter. It shouldn't have taken him to half time to figure it out. But he'd **wanted t** his hot and heavy sex thing between them to be so much more for so long he'd been psyching himself out of making any plays.

 

The reality that maybe, definitely, he’d probably been wrong this **entire time** . Fuck buddies didn't get hurt when their bro scored with someone else. A fuck buddy would have been… grossed out maybe. Like, 'ew you fucked my literal bro, gross' or something. Not… not this. Not ending it over… fuck Ben was **ending** this with him. This was fucking **it** . He'd never seen Ben's smile again, never hear his unguarded laugh or, or or **any** of it.

 

Scarlet Spider wasn’t as aloof and distant as he’d always thought. No. He'd never been more wrong about anyone. This **wasn't** a fuck buddy thing.

 

Flash stayed sitting. Ben didn’t complain.

 

Flash took another beer, absentmindedly snapping the neck instead of flicking off the cap.

 

“Scarlet… shit," Flash said. At a total loss.

 

Ben didn't even grunt.

 

"I’ve been, such a dick. I’m so sorry, Ben. I thought this was just fucking for you,” Flash said. On TV, Valerie sprinkled sugar onto her freshly baked cookies.

 

Ben, true to form, growled his response. “Well it’s not.”

 

Flash took a swig of beer, broken bottle neck and all. His palms suddenly sweaty even though his Symbiote was covering them. His mouth was still dry as hell after the drink.

 

“It’s, uh… Ben, it’s not just fucking for me, either.” Flash confessed.

 

Ben turned to look at him, just staring. His eyes behind the mask impossible to read, but his jaws weren't tense and he relaxed his hands. He turned back to the screen.

 

Flash turned back to it, too. It was commercials. They looked at the TV in what Flash felt was an awful, painful silence.

 

“Good to know,” Ben said, three minutes into the commercial break. His voice was a low rasp, but Flash was sure even without Venom enhancing his senses he never would have missed it. Ben lifted his beer towards Flash, waiting.

 

Flash completed the toast silently.

 

They both took a drink and kept watching the commercials as if they were Super Bowl worthy.

 

Inside, Flash was way past cloud nine. He was all the way up to cloud fucking twelve. He smiled, and couldn't stop. He must have looked like a doofus, because Ben didn't wait long to say something.

 

“Stop that," Ben said. He was going for annoyed  but really sounded all grumpy-pleased. Flash looked his way and amazing as it was, the corners of Ben's mouth tilted upwards in a poorly hidden smile.

 

“You first, bro,” Flash shot back, unable to stop grinning even if he tried. He let out a delighted, disbelieving laugh when Ben turned his face away like some kind of blushing cheerleader, trying to hide his smile.

 

“Shut the fuck up. Jesus Christ, why do I even keep you around?” Ben grumbled. He punched at Flash's leg, their Spider Sense barely even tingled and it didn't hurt at all.

 

“Dunno dude. Maybe it’s cause I’m great at sucking dick," Flash said in offering. His blow job game **was** strong, but he had no idea why Ben had forgiven him so easily.

 

“Yeah, that’s gotta be it.” Ben said, all overly gruff, trying to hide behind his put on air of anger. Flash found him unbearably, irresistibly **cute**.

 

“Yeah, man, totally. But you know what's even better than my dick sucking game?” Flash said, still smiling like a fool. Like hell he was going to keep hiding all the boyfriend shit he really wanted to share with Ben **now**.

 

“Your power of incredible idiocy?” Ben said, teasing and trying too hard to sound mad. Flash could **hear** his smile **.** It was intoxicating.

 

“Maybe man, but nah, I was thinking about your smile, bro. It's way better than blow jobs,” Flash said. Beyond delighted that he could finally tell Ben all the mushy things he'd been hiding.

 

“Jesus, fuck, shut the hell up,” Ben growled and punched his shoulder. Again painlessly. He kissed him before before Flash could respond. Flash couldn't stop smiling like a doofus, even through the kiss.

 

“Make me, man. You don't even know what your smiles do to me,” Flash grabbed Ben and hugged him so hard. Just the best hug. Ben grunted and thumped his side but didn't actually try to break the hug. He even pressed his face against Flash's neck. Flash nearly swooned, that was basically a hug from Ben!

 

Then Ben bit his neck and Flash got distracted for a while with fierce makeouts and getting Ben out of his suit. Venom was only too happy to help. They eventually wound up on their sides and Flash had to share just how amazing this all was.

 

He pressed his forehead against Ben's and held him there. Ben stubbornly held onto his hips and frotted with way more force than necessary. Good thing Flash had his symbiote friend keeping him from bruising.

 

“Ben, keeping it just fucking was killin me. You’re so fuckin everything to me. I’m so sorry man, I’ll never hurt you like that again. You’re all I need.” Flash said, earnest and serious.

 

Ben grabbed him, hauling him in and kissing him hard and deep and heart achingly passionate. It was like he was mirroring everything Flash was saying back at him through physical contact alone. It was amazing.

 

“Do you know how cheesy you sound?” Ben asked him. He'd kissed him so thoroughly that Flash had to think a bit to remember what he'd just said. Then didn’t even give him a chance to answer before pulling him back in for another amazingly meaningful makeout.

 

 _Ssspider_ Venom told Flash, pleased at how everything had turned out. Flash was so happy, and his symbiote friend was happy. And _Ben_ was smiling! That smile of his that he only gave Flash. The one Flash had almost lost forever.

 

“Ben,” Flash sighed. So amazingly enamored and relishing in being able to share it.

 

“Eugene,” Ben said. And even though Flash hated his stupid name. Hearing Ben say it felt almost better than sex.

 

But also, sex sounded really great right now, too.

 

So Flash kissed him again, and this time he used the distraction of it to catch Ben off guard, closing his hand loosely around Ben’s hardening dick.

 

“Eugene,” Ben said again, eyes closed and head tilted back in pleasure. “Use some fucking lube and get to it already.”

 

Flash hooted out a laugh. “Yeah, okay bro. Don’t get sappy on me.”

 

Ben growled. Then lost patience when Flash did nothing other than keep pumping him lightly and press hot, open mouth kisses against his neck.

 

“Here,” and the next thing Flash knew, Ben was pushing his hand aside, slicking up his erection before guiding Flash’s hand back to take over.

 

Funny how even when taking things slow, Ben was an impatient bastard. Flash absolutely adored him.

 

“Oh fuck. Eugene.”

 

The sounds Ben made were just as crazy hot as usual, only they sounded absolutely nothing like they usually did this time. No grunts and huffs. He was all soft, breathy sounds and quiet moans as Flash worked his cock, slow and steady.

 

Ben pulled him forward like he weighed nothing, guiding Flash’s hand around to his ass as he took them both in hand. The hot, slick slide of their cocks together felt great. Venom usually kept to itself during these bits. But not now. It rippled down his back and twined about his arms. Not really doing anything more than existing where Ben could see it.

 

The sure grip of Ben’s rough hand had Flash shivering and panting against his neck. But he wasn't being lazy, no, he pressed one lube slicked finger against Ben’s hole. It accepted him easily, almost too hot around his finger. The sound Ben made for him filled his heart so full he thought it might explode. Venom radiated wordless delight along with him.

 

“God, Ben,” Flash sighed, his own voice deeper and rougher than he’d expected. “You have no idea. I’ve wanted just… everything for so long. I’m so happy right now.”

 

Flash expected a flippant comment, or a lighthearted but gruff insult. Maybe even just a grunt.

 

Instead, Ben leaned forward, pressing their foreheads together. “Me too.”

 

 _Spider_ _yesssss our ssssspider_  Venom told him, basically emoting the heart eyes emoji at Flash with vigor.

 

Flash wholeheartedly agreed.

 

“God, you fucking sap,” Ben said, his face all red. Flash only then realized that he was smiling like an idiot again, mirroring his and the symbiote’s joy. But it was a bullshit insult anyways. Flash was delighted to see that Ben, grumpy, angry, no-fun Ben, was smiling just as stupidly.

 

"You're at least as much of a sap as me, man," Flash told him. Ben clearly tried to fight the smile back, and just as clearly couldn't.

 

“You’re intolerable,” Ben told him, unable to stop smiling, either. He hid his face against Flash’s shoulder.

 

Ben was so fucking cute!

 

 _Ssssss’cute_ Venom agreed. Practically emoting little floating hearts at him.

 

“Jesus, just… just go full hentai already. You’re driving me nuts,” Ben grunted, still hiding his face against their shoulder. Venom thrilled at the request.

 

“If you're sure man, Venom is so stoked. We're both so fucking happy Ben,” Flash said. He felt like he might never stop grinning. Venom still rippled over his own skin like ink, being more visibly present now than ever before with Ben.

 

“Eugene, fuck,” Ben said, sounding frustrated and impatient. He bit their shoulder and Flash groaned. Venom formed tentacles and licked them over Ben's stubble rough cheeks. It pulled them back into their self when Ben grabbed Flash's face and kissed them.

 

That distracted them for a time. Long enough that Ben bit their lip and changed his strokes on their cocks to just shy of too painfully hard. Flash laughed, lower and softer than he thought he would. He also slid two more fingers inside of Ben; set to fingering him in earnest. Ben didn't **say** anything but he loosened his grip on their dicks and hid his face in Flash's shoulder again. He gasped so sweetly, caught his breath so softly. He was beautiful and incredible and hot as hell and Flash was over the moon with joy.

 

He hadn't forgotten Ben's request for Flash and Venom to use their new tricks on him. Not that Venom was likely to **let** him forget. Inside his head, Venom was almost more eager than Flash. With a firm mental reminder to keep it's tentacles out of any holes without Flash's direction, he let Venom make nimble, clever limbs to explore Ben's body with. Ben shivered and muttered 'finally’ not-so-under his breath.

 

Flash agreed with Venom’s sly thought and they pressed a few tentacles against his lips. Or, actually, in their excitement they used a bit more force than they meant to and rammed them into his mouth. Ben didn't bite them, though. So Flash let Venom have it's fun with their spider's mouth while he took over control of a few of their tentacles for himself.

 

He felt up Ben's incredible ass with them, pet at his sack and teased at his hole stretched around their fingers. Ben growled around his full mouth; instead of biting, he did his honest best at blowing their tentacles.

 

It was hot as hell, together Flash and Venom moaned and gasped. His Symbiote being so present changing his voice to something much less human sounding.

 

Ben stopped stroking their cocks together to crush Flash against him and try and fuck their tentacles inside of his ass. Or maybe to frot on their abs. Probably both, honestly. Ben was an impatient kind of guy.

 

“You're so fucking beautiful Ben, we're gonna make you feel so good,” Flash told him. Then with a bit of concentration they were able to make sweetly tangy lube coat the first few inches of their tentacles.

 

Ben came, hips jerking actually too hard. Bruising the hell out of their stomach, but they didn't care. They'd heal. Flash pulled their tentacles out of Ben's mouth, **trying** to be thoughtful.

 

As soon as his mouth was empty, Ben growled out, “Eugene, fuck. Just tenta-fuck me up already.”

 

But he was resting their foreheads together and the look in his gorgeous blue eyes wasn't lust. Flash smiled.

 

“Yeah Ben, we're working on it,” Flash told him, then kissed him so sweet. He tasted like beer and their lube and that taste that was pure Ben.  Ben kissed him back slow and warm. Flash hadn't known how much he needed this from Ben until he had it. Venom impatiently demanded they actually get to it and Flash slid one of their slick, ridged tentacles alongside his fingers.

 

Ben stopped kissing them to growl out, “fuck, yes, you sappy punk.”

 

That was basically a declaration of undying love, coming from Ben. Every time Flash thought he couldn't possibly feel happier, Ben kept showing him wrong.

 

“You're our everything, man,” Flash told him.

 

“Eugene… **Flash** ,” Ben growled, but he was fighting a smile. Badly. “How the fuck are you making tentacle sex so fucking **romantic.** ”

 

Flash giggled. He wished he could say he laughed or chuckled but Ben was too much. He worked another tentacle inside of him, “Better, Babe?”

 

“What part, of tenta-fuck me up, sounded like, like, fuckin,” said Ben with a glower. He cut himself off to groan, going for annoyed but landing on getting fucked. Flash grinned. Ben sighed, focused his eyes back on Flash's face. He looked at Flash like they were his everything, too. “Look. Flash… gimme this like I fucking want and I won't even bitch when your sappy idiot ass gets done with me and wants punk ass **cuddles**.”

 

Flash just, he was sure, he'd never, ever stop grinning like an idiot. His face was going to freeze this way. Ben never forgot his promises, and Flash and Venom were only too happy to give him what he'd been demanding. Flash twisted their other tentacles together into a good sized fuck toy and teased it's slick, textured tip along Ben's cheek.

 

Ben's gaze darken with lust, he opened his mouth and Flash shivered. They pressed into his open mouth and watched him work their tentacle dick over with undeniable enthusiasm.

 

They were so in love. Flash sighed and changed from fingering to working Ben open. Ben's dick hadn't, really, gone totally soft even after he came. He was fully hard again, now. Spider powers were weird like that.

 

And just like that, Flash thought about getting Ben inside of him. Venom felt very pouty over this, Venom wanted to play. Flash had another thought. Venom was intrigued. But it didn't really take any **more** focus to make their lubricant that coated their tentacles also slick their hole. Their ass was kind of like an inside out tentacle, when they thought about it.

 

Flash and Venom pulled Ben to them with hands and tentacles. Ben made just the **filthiest** noise of satisfaction when Flash hung onto his hips and drove his dick into himself in one brutally rough go. It was weird being slick without prep, hurt not nearly as much as he'd expected. But this still wasn't the 'full hentai’ that Ben had asked for.

 

Ben bit his shoulder and fucked them **hard**. It was fun. Flash pressed gentle kisses everywhere on Ben he could reach. His own hands were hanging onto Ben's hips, but he hadn't stopped working Ben's hole over. When he'd taken his hand out he'd left their tentacles working inside of him. Now, he held Ben's hole stretched open with them. He was more than ready for their 'toy'.

 

Flash plunged their tentacle inside, melding the other tentacles into it. He focused hard, having to keep Venom reigned in. His Symbiote friend didn't quite **get** personal space. Venom wanted to plunge their tentacle dick deep, deep, **deep** into Ben. Way, way deeper than it was possible for any dick or toy to go.

 

Venom just, couldn't grasp that not everyone was cool with it being all up in their insides. But they were friends-perfection-host-and-symbiote. Venom listened to Flash. It kept their tentacles formed how Flash had wanted and, surprisingly, payed attention now to how Flash was using them. Taking notes, almost.

 

Ben was so much more… **more** now. Not louder, exactly, but before it had been tight grunts and heavy breathing. Now it was gasps, moans, and soft sounds more felt than heard. Flash's own hard dick was sadly neglected, but that didn't matter to them. He was pretty sure that he was going to come just from all the incredibly hot sounds Ben was making for them.

 

Ben's bites chased Venom across his skin. Venom formed more tentacles to pet at his face. Ben bit at them but once he finally caught one in his mouth he didn't follow through with pain. No, again he worked it over with his tongue, his teeth; another wickedly clever blowjob to their tentacles. They were sensitive like fingers, not quite like Flash's dick. But it felt good. So good, and also good was the filthy sounds Ben was making now as he blew them. Flash was so close.

 

Venom was getting impatient. Venom was eager to show off for its spider. It rippled ridges and bumps and textures it had been taught as pleasurable last night by its first host. Its first host had taught them both very much. Venom had learned to make something like the semen of its beautiful, perfect friend-host Flash. Being permanently bonded meant it could never bond to Scarlet Spider. Before it learned this trick it had **longed** and **regretted**. It could never fill their lovely spider as it filled lovely bright host-friend Flash. First Host Spider had been quite helpful in explaining things that Venom had never thought much on. And that the whys and wherefores of human mating held more than physical pleasure had been surprising.

 

Venom now thought it understood much more of this human mating ritual. Enough to have discovered a way to give it as close as to what it wanted as it could get. It would **never** willingly give up its strong and quick perfect host friend, not even for as short a time it would need to bond temporarily to their Spider. Being bonded with it's perfect host was better than the pleasure its host's body felt during sex. Far better, in Venom's opinion.

 

But this messy human style sex had potential. It couldn't fill the emptiness inside of their Spider with itself, but it could gift him with a harmless piece of itself. First Host Spider had asked much of them to make a bit of itself that it could share that wasn't another symbiote. But together with wonderful, powerful perfect-friend Flash-host they had succeeded.

 

It wanted to fill their Spider with this gift. It was done waiting.

 

Flash came with a choked off sob. Venom spilled their gift in their spider's mouth and guts. Ben kept fucking them as they came, even as he swallowed around their tentacles flooding his mouth. Their Spider took their gift inside of himself readily. Venom was **ecstatic**.

 

Venom was exhausted. Not that Flash was doing much better than his Symbiote friend, honestly. He clung to Ben, legs wrapped around his waist and fingers digging into his back.

 

Its beautiful perfect host was still going to need it. Venom pulled nearly all of itself back into Flash, leaving it's gifts in and on Ben. It settled in the back of its glorious host most perfect's mind. As blissful as a symbiote could be.

 

"Fuck, oh fuck," Ben panted, voice all wrecked in a way he'd never let Flash hear before today. It was sexy and beautiful and Flash and Venom were both just so in love with Ben that in this moment they'd do literally anything to please him. But all Ben wanted was them. It filled up all the painfully empty aches they'd been ignoring, keeping Ben happy. They were full of goodness and joy and bliss. Yeah, sure, the cloud they were floating on was like two parts post orgasm and two parts getting their hole pounded by Ben's dick. But, at least, like, seven parts of it was knowing that Ben liked him-them back, wanted them-him like they wanted him.

 

Flash was making way more noise now. Being so close to Ben, as close as two guys could get, and riding both his post orgasm high and Ben, how could he possibly be quiet. Flash was panting little gaspy breaths and whining and chanting 'yes, yes, yes, Ben, fuck' and more of the same not so quietly into Ben's neck. Feeling so good and blissful, Flash took note of how wet his own ass was. Ben hadn't cum yet, Flash was sure. But then Ben shifted, kneeling fully. He held Flash up and used him like a damn fuck toy.

 

If he hadn't have just cum he'd have lost it. It was crazy hot and everything wonderful and good and it also meant Ben was close. Flash held on and kissed him. His neck, his stubble rough and cum messy chin; _ourrrssss,_ Venom purred in the back of Flash's mind. Flash moved his kisses to his lips.

 

Flash kind of got lost there, kissing him hungry and rough at first. Then no less hungry but, soft now. And Ben kissed him back, like a mirror of his own feelings. But like, way better. Way, way better.

 

Ben came with a low groan that Flash was only too happy to kiss him through. Flash pulled their tentacles out of him and let them sink back into themselves. Venom sent him sleepy mildly grumpy feelings at the loss of Ben around itself. Flash reminded his symbiote Ben was literally still inside of them like right now. Right now and instead of fucking them hard and rough like he been doing, was now holding loosely onto Flash's waist and rocking slowly, almost lazily up into him. It felt amazing. Physically yeah it was nice, but Ben being so damn tender with him was doing… **everything** to his heart.

 

Rough edged, hard mouthed, always angry Ben was being **soft.** Smiling for them a smile that reached his eyes. And yeah, it was a little bitty smile; but it was real and open and Flash was so overcome with everything good that he felt himself smiling and crying like an idiot at the same time.

 

Ben huffed, still smiling, and pulled him down into a gentle kiss.

 

"I can't believe what a fucking pile of mush you are," Ben told him. Flash laughed, half unbelieving and half in delight and half agreeing.

 

They fucked slow. Lazy in some ways, especially compared to the hard and fast pace they had always gone at before. Flash worked Ben's cock over with his muscles as he ground so gently onto him. Ben sighed and ran his hands over Flash, playing with his short hair at the back of his head, nails scritching at his scalp so nice. Flash leaned into his touch and Ben cupped his cheek.

 

"What a fucking pair we are. We could have had this from the beginning, " Ben told him. Flash nodded agreement, they were disasters.

 

"Yeah man, we're both dumbasses," Flash said. He turned his head to kiss Ben's palm.

 

"Speak for yourself," Ben said, uncharacteristically playful and soft. Flash swooned. Ben flicked the tip of his nose. Then, as if so much open affection was intolerable, he grabbed handfuls of Flash's ass and arched up into him. But it was slow and sweet, not hard and furious.

 

"I am such a dumbass," Flash agreed. He really was. He'd hurt Ben and almost lost him because he'd been a pigheaded coward. All it would have taken to stop from hurting him would have been a phone call, or hell, even a text.

 

"Keep talking," Ben said, laugh soft and too short but gorgeous all the same.

 

"I am. I **hurt** you. I, I can't take it back man, but I swear I'll never hurt you ever again," Flash told him. "You're everything to me, man. To us."

 

Ben pulled him into another kiss, searing and passionate and again like he was putting all of Flash's feelings into their kissing. This time when he broke it he held Flash close.

 

"Flash," Ben said, low and serious and passionate.

 

Flash looked. Flash listened.

 

"I swear to fuck stop apologizing for fucking my brother. I don't want to think about it. Like **ever.** Especially when we're having an honest to God tender fucking moment. It's done, it's over, if you even so much as **think** of apologizing again I will throw you clear across New Jersey," Ben growled.

 

"Oh," Flash said, blinking and wrapping his mind around this. Venom held his tongue on the instinctive apology and grumbled _sssstupid_.

 

"Yeah, oh," Ben rolled his eyes and kissed him again. Ben laid back, still hard inside of him. Flash felt like he melted into him, cuddling close as they kissed and fucked.

 

They kissed for a ridiculously long time, laying tangled in each other as they did. It was the kind of kissing that went nowhere and meant everything. They weren't fucking any longer. Slow and sweet as it was, Flash was happy to think of it as love making now. Unhurried and gentle, it was more than he'd ever let himself imagine it could be.

 

Eventually, inevitably, Ben grew impatient and took Flash in hand. But his callous rough hand stroked him as slow and unhurried as they were making love. Flash shivered and, much to his embarrassment, came after only a few strokes.

 

Ben's gorgeous eyes on him, looking at him so tenderly, eased his embarrassment by a lot.

 

"You're so fucking beautiful," Ben told him. Flash ducked his head and mumbled 'no you'. Because he was cool like that. Ben laughed. It felt nice. Because he was still hard and inside of him. And also because an honest to God unguarded laugh of delight from Ben was worth far more to Flash than a little embarrassment.

 

"You're blushing like a Goddamn school girl. I can't fucking believe it. You're ridiculous," Ben told him. Well, okay. Maybe he was. Flash was feeling amazing, and ridiculous, sure. He hammed it up, batting his eyes at Ben and acting all shy and coy.

 

"Oh, Mister Reilly. Whatever do you mean," Flash teased. The light in Ben's eyes blazed, as if Flash was doing more than act the fool. He wanted Ben to look at him like that forever. Or at least until he got him to cum again. Flash didn't have long hair to twirl around his fingers, or really any kind of what he thought of as girly physical traits. But whatever, he could pretend, right?

 

"Yeah? I think you know exactly what I mean," Ben said. He held up his hand between them, messy with lube and Flash's come. "You act all shy and cute but you-" Ben broke off into a laugh. It wasn't, technically, a giggle, but it was the closest thing to one that Flash had ever heard him make. He rolled them over and, still laughing, fucked quickly into him and came.

 

Flash couldn't stop smiling. It was a theme, he was noticing now. Ben got himself under control and looked Flash over. Flash returned the favor, then rolled them onto their sides and snuggled up against him. Ben's softening dick slipped out during the maneuvering. Ben huffed but didn't say anything.

 

What he **did** do was keep snuggling and card his fingers through Flash’s hair. And it was honest to God **perfect**. Everything Flash had ever wanted.

 

Usually, Ben would be trudging to the shower by now. Or headed to the kitchen for more beer and a post fucking snack. But not now. **Now** it was like there was nowhere else in the world he’d rather be than holding Flash close.

 

If someone had told him yesterday that Ben would be here, cuddling him and playing with his hair after they made love, he would have laughed so hard he’d start crying. Like, probably actual sad tears, because he’d never believed this was possible.

 

It was more than he'd ever hoped for. More than he probably, no, definitely; definitely more than he deserved. He and Venom both resolved then to spend the rest of their lives making Ben happy. They'd both rather die than hurt him ever again. But, as Flash really should expect by now, they were interrupted by the rest of the world.

 

Flash's comm beeped an urgent alert. Before Flash could answer it, Ben ripped it off and crushed it.

 

"If it's that fucking important they'll find us," Ben said. "Now stop crying you ridiculous sap and try not to pass out before I'm done with you."

 

"Make me, man. I'm too damn happy to ever stop." Flash told him. And for all of Ben's gruff, surly shell, his center was at least as ooey gooey sweet as Flash's own.

 

_-fin-_

  
  
  



End file.
